Luoyang Jalon Micro-Nano New Materials Co.Ltd(688357) company
The management system for the holding and trading of shares of the company by directors, supervisors and senior managers chapter I General Provisions
Article 1 in order to strengthen the management of directors, supervisors and senior managers holding and trading the company’s shares and further clarify the handling procedures, in accordance with the company law of the people’s Republic of China (hereinafter referred to as the company law) and the securities law of the people’s Republic of China (hereinafter referred to as the Securities Law) Regulations on the administration of shares held by directors, supervisors and senior managers of listed companies and their changes (revised in 2022), several provisions on the reduction of shares held by shareholders, directors, supervisors and senior managers of listed companies, detailed rules for the implementation of the reduction of shares held by shareholders, directors, supervisors and senior managers of listed companies, and other laws Regulations, normative documents and relevant provisions of Luoyang Jalon Micro-Nano New Materials Co.Ltd(688357) articles of Association (hereinafter referred to as the articles of association) are hereby formulated in combination with the actual situation of the company.
Article 2 the shares of the company held by the directors, supervisors and senior managers of the company refer to all the shares of the company registered in their names. The company’s directors, supervisors and senior managers engaged in margin trading also include the shares of the company recorded in their credit accounts.
Article 3 before buying and selling the company’s shares and their derivatives, the directors, supervisors and senior managers of the company shall be aware of the provisions of the company law, the securities law and other laws and regulations on the prohibition or restriction of insider trading, market manipulation, short-term trading and window trading, and shall not engage in illegal and illegal trading.
Chapter II declaration of shareholding or trading information of the company’s shares
Article 4 the directors, supervisors and senior managers of the company shall entrust the company to report their individuals, spouses, parents, etc. through the website of Shanghai Stock Exchange (hereinafter referred to as “Shanghai Stock Exchange”) within the following time or period Identity information of children and account owners holding shares for them (including but not limited to name, position, ID number, securities account, time away from office, etc.):
(I) when the directors, supervisors and senior managers of the newly listed company apply for initial stock registration; (II) within 2 trading days after the new directors and supervisors are approved by the general meeting of shareholders (or the workers’ Congress);
(III) within 2 trading days after the board of Directors approves the appointment of the new senior management;
Within trading days;
(V) the current directors, supervisors and senior managers shall be within 2 trading days after leaving office;
(VI) other time required by the stock exchange.
Article 5 the directors and supervisors of the company shall timely announce the complete and accurate information on the shares held by the company and the legal responsibilities of the senior management personnel, and ensure that the legal responsibilities of the company and the senior management personnel are submitted in a timely manner.
Article 6 the company shall, in accordance with the requirements of China Securities Depository and Clearing Co., Ltd. Shanghai Branch (hereinafter referred to as “csdct Shanghai Branch”), confirm the information related to the share management of directors, supervisors and senior managers, and feed back the confirmation results in time.
Article 7 after entrusting the company to declare personal information, the directors, supervisors and senior managers of the company shall lock the shares of the company registered in the securities account opened under their ID card number according to their declaration data. If the company has been listed for less than one year, the newly added shares of the company in the securities accounts of directors, supervisors and senior managers shall be automatically locked at 100%; If the company has been listed for more than one year, the shares with unlimited sales conditions of the company newly added in the securities account of directors, supervisors and senior managers through secondary market purchase, convertible bonds to shares, exercise and agreement transfer within the year shall be automatically locked at 75%; The newly added shares with limited sale conditions shall be included in the calculation base of transferable shares in the next year.
Article 8 where the directors, supervisors and senior managers of the company have multiple securities accounts, they shall be merged into one account in accordance with the provisions of China Securities Registration Shanghai Branch. Before merging the accounts, China Securities Registration Shanghai branch shall lock and unlock each account in accordance with relevant provisions.
Article 9 Where the company issues shares to non-specific objects or specific objects, implements equity incentive plans, etc., and imposes additional transfer prices, performance assessment conditions, sales restrictions and other restrictive conditions on the transfer of shares held by directors, supervisors and senior managers, the company shall, when going through the procedures of share change registration or exercise, Apply to the Shanghai Stock Exchange and China Securities Registration Corporation Shanghai branch to register the shares held by relevant personnel as shares with limited sales conditions. Chapter III provisions prohibiting or restricting the trading of the company’s shares
Article 10 directors, supervisors and senior managers of the company and their spouses, children, parents and other people’s accounts shall not buy or sell shares of the company during the following periods:
（1） Within 30 days before the announcement of the company’s annual report and semi annual report, if the announcement date of the annual report and semi annual report is delayed due to special reasons, it shall be calculated from 30 days before the original scheduled announcement date to 1 day before the announcement;
（2） Within 10 days before the announcement of the company’s quarterly report, performance forecast and performance express;
（3） From the date of major events that may have a great impact on the trading price of the company’s securities and their derivatives or the date of entering the decision-making process to the date of disclosure according to law;
（4） Other periods prescribed by the CSRC and the Shanghai Stock Exchange.
Article 11 if the directors, supervisors and senior managers of the company, in violation of the relevant provisions of the securities law, sell their shares of the company within six months after buying, or buy them again within six months after selling, the board of directors of the company shall recover their income and disclose the following contents in a timely manner:
（1） Illegal trading of stocks by relevant personnel;
（2） Remedial measures taken by the company;
（3） The calculation method of income and the specific situation of income recovery by the board of directors;
（4） Other matters required to be disclosed by the Shanghai Stock Exchange.
The above “sell within six months after purchase” refers to the sale within six months from the time point of the last purchase; “Buying again within six months after selling” refers to buying again within six months from the time point of the last sale.
The stocks or other securities with the nature of equity held by the directors, supervisors and senior executives referred to in the preceding paragraph include stocks or other securities with the nature of equity held by their spouses, parents and children and by using the accounts of others.
Article 12 the shares of the company held by the directors, supervisors and senior managers of the company shall not be transferred under the following circumstances:
（1） Within one year from the date of listing and trading of the company’s shares;
（2） Within half a year after the resignation of directors, supervisors and senior managers;
（3） Directors, supervisors and senior managers promise not to transfer within a certain period of time and within that period;
（4） Being suspected of securities and Futures Crimes and less than 6 months after being filed for investigation by the CSRC or judicial organs, and after the administrative punishment decision and criminal judgment are made;
（5） Less than 3 months after being publicly condemned by the Shanghai stock exchange for violating the business rules of the Shanghai Stock Exchange;
（6） Other circumstances stipulated by laws, regulations, CSRC and Shanghai Stock Exchange.
Article 13 If a director, supervisor or senior manager of the company leaves his post before the expiration of his term of office, he shall continue to abide by the following restrictive provisions within the term of office determined at the time of taking office and within six months after the expiration of his term of office:
（1） The shares transferred each year shall not exceed 25% of the total shares of the company held by them;
（2） The company’s shares held by him shall not be transferred within half a year after his resignation;
（3） Other provisions of laws, regulations, departmental rules, normative documents and the business rules of the CSRC and the Shanghai Stock Exchange on the share transfer of directors, supervisors and senior managers.
Article 14 If the articles of association stipulates that directors, supervisors and senior managers transfer their shares of the company for a longer period of prohibition of transfer, a lower proportion of transferable shares or other restrictions on transfer than the system, they shall comply with the provisions of the articles of association.
Article 15 the directors, supervisors and senior managers of the company shall ensure that the following natural persons, legal persons or other organizations do not buy or sell the company’s shares and their derivatives due to obtaining insider information:
（1） Spouses, parents, children, brothers and sisters of directors, supervisors and senior managers of the company;
（2） Legal persons or other organizations controlled by directors, supervisors and senior managers of the company;
（3） The Secretary of the board of directors, securities affairs representative and their spouses, parents, children, brothers and sisters of the company;
（4） Other natural persons, legal persons or other organizations identified by the CSRC, Shanghai Stock Exchange or the company according to the principle of substance over form, which have special relations with the company or its directors, supervisors and senior managers and may obtain insider information.
Article 16 on the first trading day of each natural year, csdct Shanghai branch takes the shares listed on the Shanghai Stock Exchange registered in the name of the company’s directors, supervisors and senior managers on the last trading day of the previous year as the base, and calculates its quota of transferable shares in the current year at 25% Except for the change of shares caused by the division of property according to law.
If the shares held by the directors, supervisors and senior managers of the company do not exceed 1000 shares, they can be transferred in full at one time without being limited by the transfer proportion in the preceding paragraph.
Due to the public or non-public issuance of shares, the implementation of equity incentive plan, or the purchase of new shares by directors, supervisors and senior managers in the secondary market, convertible bonds into shares, exercise of rights, agreement transfer and other new shares within the year, the new shares with unlimited sales conditions can be transferred by 25% in the current year, and the new shares with limited sales conditions are included in the calculation base of transferable shares in the next year.
If the shares of the company held by directors, supervisors and senior managers increase due to the distribution of rights and interests of the company, the transferable quantity of the current year can be increased in the same proportion.
Article 17 for directors, supervisors and senior managers suspected of illegal transactions, csdct Shanghai branch may lock the shares of the company registered in its name in accordance with the requirements of China Securities Regulatory Commission (hereinafter referred to as “CSRC”) and Shanghai Stock Exchange.
Article 18 during the term of office, the shares transferred by the directors, supervisors and senior managers of the company through centralized bidding, block trading, agreement transfer and other means shall not exceed 25% of the total shares of the company they hold, except for changes in shares caused by judicial enforcement, inheritance, legacy, legal division of property and so on.
Article 19 Where the shares held by the directors, supervisors and senior managers of the company are registered as shares with limited sales conditions, the directors, supervisors and senior managers may entrust the company to apply to the Shanghai Stock Exchange and China Securities Depository and Clearing Corporation Shanghai Branch for lifting the sales restrictions after the conditions for lifting the sales restrictions are met. After the restrictions are lifted, China Securities Registration Shanghai Branch will automatically unlock the shares within the remaining amount of transferable shares under the names of directors, supervisors and senior managers, and the remaining shares will be locked automatically.
Article 20 during the lock-in period, the relevant rights and interests of the company’s shares held by directors, supervisors and senior managers according to law, such as usufruct, voting right and preemptive placement right, will not be affected.
Article 21 after the directors, supervisors and senior managers of the company leave their posts and entrust the company to declare their personal information, China Securities Registration Shanghai Branch will lock all the company’s shares held and newly added within six months from the date of their declaration of departure, and automatically unlock all the company’s shares with unlimited sales conditions after expiration.
Chapter IV information disclosure on trading of the company’s shares
Article 22 before buying and selling the company’s shares, the directors, supervisors and senior managers of the company shall notify the Secretary of the board of directors in writing of their trading plan. The Secretary of the board of directors shall check the progress of the company’s information disclosure and major events. If the trading behavior may violate laws and regulations, relevant provisions of the Shanghai Stock Exchange, the articles of association and their commitments, The Secretary of the board of directors shall timely notify relevant directors, supervisors and senior managers.
Article 23 any change in the shares of the company held by the directors, supervisors and senior managers of the company shall be reported to the company within two trading days from the date of the occurrence of the fact and announced through the company on the website of the stock exchange. The announcement includes:
（1） The number of shares held by the company at the end of the previous year;
（2） The date, quantity and price of each share change from the end of last year to before this change;
（3） Number of shares held before this change;
（4） Date, quantity and price of this share change;
（5） Number of shares held after this change;
（6） Other matters required to be disclosed by the Shanghai Stock Exchange.
Article 24 Where the directors, supervisors and senior managers of the company plan to reduce their shares through centralized bidding trading at the stock exchange, they shall report to the Shanghai Stock Exchange 15 trading days before the first sale, and disclose the reduction plan in advance, which shall be filed by the Shanghai Stock Exchange.
The contents of the reduction plan of the company’s directors, supervisors and senior managers shall include but not limited to: the number, source, reduction time interval, method, price interval and reasons for the reduction. The time interval for reduction shall comply with the provisions of the exchange. The reduction time interval disclosed each time shall not exceed 6 months. Within the reduction interval disclosed in advance, directors, supervisors and senior managers shall disclose the progress of reduction in accordance with the provisions of the Shanghai Stock Exchange. After the implementation of the reduction plan, the directors, supervisors and senior managers shall report to the exchange within two trading days and make an announcement. Within the pre disclosed reduction range, if the reduction plan is not implemented or the reduction plan is not completed, it shall report to the exchange within two trading days after the expiration of the reduction time range and make an announcement.
Article 25 Where the directors, supervisors and senior managers of the company hold the shares of the company and their change proportion reaches the provisions of the measures for the administration of the acquisition of listed companies, they shall also perform the obligations of reporting and disclosure in accordance with the measures for the administration of the acquisition of listed companies and other relevant laws, administrative regulations, departmental rules and business rules.
Article 26 directors, supervisors, senior managers and shareholders holding more than 5% of the company’s shares shall not conduct margin trading with the company’s shares as the underlying securities.
Article 27 according to the disclosure requirements of the periodic report, the company will disclose the trading of the company’s shares by directors, supervisors and senior managers during the reporting period in the periodic report, including:
（1） The number of shares of the company held at the beginning of the reporting period;
（2） The number, amount and average price of the company’s shares purchased or sold during the reporting period;
（3） The number of shares held by the company at the end of the reporting period;
（4） The board of directors on whether the directors, supervisors and senior managers bought and sold the company’s shares in violation of laws and regulations during the reporting period and the corresponding measures taken;
（5） Other matters required to be disclosed by the Shanghai Stock Exchange.
Chapter V accountability and punishment
Article 28 the directors, supervisors and senior managers of the company who violate the provisions of this system shall be punished unless the relevant party
